-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LsR5sM2QPywiU7nBcX0STVMPnRt7+RY6Uxl/4ykSqow7gCzOL6L+fyiS92Ng3TOb 3pmBqCw/KuJsfGH6NqF/qQ== 0000950112-96-000795.txt : 19960315 0000950112-96-000795.hdr.sgml : 19960315 ACCESSION NUMBER: 0000950112-96-000795 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960314 SROS: AMEX SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132740599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07182 FILM NUMBER: 96534963 BUSINESS ADDRESS: STREET 1: 250 VESEY ST STREET 2: WORLD FINANCIAL CTR N TOWER CITY: NEW YORK STATE: NY ZIP: 10281-1334 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 250 VESEY ST STREET 2: WORLD FINANCIAL CTR N TOWER CITY: NEW YORK STATE: NY ZIP: 10281-1334 DEFA14A 1 DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant[ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Merrill Lynch & Co., Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3) [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee Paid: $125.00 - -------------------------------------------------------------------------------- [X] Fee paid previously with definitive proxy materials. TALKING POINTS FOR CALLS TO SHAREHOLDERS PURPOSE OF CALL . [Name of institution/stockholder] is an important ML stockholder . To discuss stockholder proposals in the Proxy Statement for our upcoming Annual Meeting in April -- declassify board - Massachusetts Laborers' Pension Fund -- institute cumulative voting - Evelyn Davis . To urge [name of institution/stockholder] to vote against the proposals or to consider abstaining REVIEW OF ML'S RECENT STRONG RESULTS . 1995 earnings of $1.1 billion were second-highest in Firm's history . Third consecutive year of earnings in excess of $1 billion . ROE was 20.1% for 1995, and has averaged over 20% for the past five years . Total return on ML common stock for 1995 was 45.8% . Total client assets in Private Client accounts reached $703 billion at year-end 1995, up $135 billion from year-end 1994 . These results reflect strong management, Board accountability and confidence of clients and investors WHY A VOTE IN FAVOR IS INAPPROPRIATE . ML, through its independent Nominating Committee, has worked hard to assemble a Board of active Directors from diverse backgrounds; 10 of 13 ML Directors are independent of management [have the proxy statement handy in case questions are asked about the backgrounds of Board members] . The Board's and management's record for creating shareholder value speaks for itself, and is reflected in the strong performance of your investment in ML THE PROPOSALS . Board Classification -- Board classification was adopted by the ML stockholders in 1986; 75% of the votes cast were voted in favor of the classified Board -- Board classification is in best interest of ML stockholders - As a result of Board classification, ML at all times benefits from having at least a majority of Directors experienced with its business - An experienced, classified Board provides a measure of stability which is vital to our most important assets -- employee and client relationships. Uncertainty affecting these relationships could have a substantial adverse effect on our business and stockholder value. . CUMULATIVE VOTING -- Mrs. Davis has introduced this proposal at ten consecutive annual meetings; each time it has been opposed by the Board and defeated by a substantial majority of the votes cast -- Could lead to directors who feel they represent special interest groups, rather than stockholders as a whole -- The Board firmly believes that the interests of all stockholders are best served by the current method of voting FINAL REMARKS . Thank you for taking the time to talk to me today . I hope that you will vote against these proposals in light of the continued strong performance of your investment in ML . If your organization is unable to vote against these proposals, I hope you will consider abstaining . Can we count on you to vote no or abstain? IN RESPONSE TO COMMENTS OR QUESTIONS ON ORANGE COUNTY OR MASSACHUSETTS . The incidents cited in the Laborers' proposal do not in any way indicate a lack of Director accountability -- The Board and management insist upon and cultivate a compliance-oriented culture . Orange County -- We believe that the facts support our view that ML acted properly and professionally in its relationship with the County . Massachusetts -- The situation involved a legitimate contract with another reputable securities firm [Lazard Freres] -- No ML employee was charged with wrongdoing -- The charges against ML alleged only that ML should have taken additional steps to ensure that the relationship with the other firm was fully disclosed to certain of the other firm's clients -- Two years before the settlement, ML management instituted policies and procedures to ensure that such a situation would not recur -- The Massachusetts Treasurer has fully reinstated ML's eligibility to serve as book-running senior manager for Massachusetts municipal bond offerings 2 -----END PRIVACY-ENHANCED MESSAGE-----